1. Field of the Invention
The present invention generally relates to systems and methods for improving communications and information flow. In a specific embodiment, communications and information flow to and between corporate board members are improved.
2. Description of the Related Art
In the Sarbanes-Oxley era, boards of directors and the professionals who serve them are under increasing pressure to improve the governance processes of their companies. As a result of Sarbanes-Oxley, directors are being held more accountable for the actions of their company. Many corporate secretaries have voiced the opinion that since Sarbanes-Oxley, they have had to increasingly prioritize board communications and work harder to improve governance processes.
Directors on a corporate board are expected to make decisions for the corporation on a wide variety of issues, for example, quality initiatives, potential business deals, financial outlooks, compliance and business development. Boards of directors meet regularly to discuss management issues and to review any corporate deals that may be in progress. These meetings may be held monthly, quarterly or semi-annually. The board of directors needs to be kept up to date on corporate progress on a number of fronts. Information gathering for a board can be a daunting task, particularly when the company is a large international corporation. Information from subsidiaries and other corporate entities, other than the parent corporation, may be needed to be gathered and condensed. Such information may then be placed into a format wherein directors, with different levels of understanding pertaining to particular corporate matters, can all be brought up to at least a level of understanding such that they can make reasonable business decisions for the corporation.
Corporate secretaries are frequently assigned the task of distributing relevant company information and reference materials to members of the board of directors. This information may be placed in a number of corporate board books which may be directed to the members of the board in general or with respect to committees within the board of directors. The most current information available is often what is needed for a fully informed decision of the board.
Board members may comprise individuals residing in diverse geographic locations. Some board members may reside internationally as compared to the standard location of the board meeting. It therefore may be a formidable task to get all members of the board together in one place. The difficulty in getting board members together may relate not only to the geographic locations of board members at a particular point in time, but also relate to divergent scheduling concerns of the different board members. It is not atypical for a board member to be employed in a top level position at another company, and/or to be a board member on another corporate board.
In the past, board functions have relied on paper-based systems and the need to manually correlate travel arrangements among members of the board. Documents pertaining to corporate activities, as for example, potential deals, could be prepared and then disseminated to members for their review and comment. Ultimate selection of a course of action might then be required at a meeting of the board. Such methodology may be time-consuming, and decisions relating to corporate activities may have to be stalled until a board meeting can be held.
U.S. Pat. No. 6,983,263 describes an electronic boardroom to facilitate review of business specific information. Boards of directors are said to be able to conduct a meeting in real-time on-line. U.S. Pat. No. 6,983,263 asserts a system that permits directors to review comments of other directors on corporate issues as well as to supply their own comments for review by other directors. Via a web page links may be provided allowing one to review information such as deals to be reviewed, business reviews, financials, report generation, employee performance reviews, and productivity review. The electronic boardroom is said to facilitate movement of information and reduce the time and travel associated with face-to-face meetings.
U.S. Patent Publication No. 2005/0108268A1 describes a company board data processing system and method. Such system and method provides a user interface platform to supply information related to members of boards of companies and to enable comparison of board members or boards at the board member level. The system stores parameters related to board members of a plurality of boards. The user interface allows one to compare parameters between board members and/or boards at board member level. Information pertaining to the company such as operating profit and assets may also be stored.
While such electronic systems provide advantage over paper based systems, there are arguably numerous needs of directors which are not addressed. For example, directors need not only raw information pertaining to the company which they represent to make a decision, but may also rely on parallel information pertaining to peer-type companies. They may also need fast access to information pertaining to their representations on other corporate boards. Further, such systems also do little for the corporate secretary who must compile information needed by the members of the board, or committees of the board, who must schedule meetings among the board members, and who must keep meticulous notes of corporate minutes. Such systems may also fail in providing the extent of confidentiality necessary to prevent eavesdropping in communications and transmissions.